Item 1.02 Termination of a Material Definitive Agreement.
As previously announced, on August 3, 2021, FTAC Athena Acquisition Corp. (the
"Company") entered into a Business Combination Agreement (the "Business
Combination Agreement") with Pico Quantitative Trading Holdings LLC ("Pico").
Capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Business Combination Agreement.
On February 24, 2022, the Business Combination Agreement was terminated (the
"Termination") due to Pico's failure to deliver financial information as
required by the Business Combination Agreement.
As a result of the Termination, the Business Combination Agreement will be of no
further force and effect, and certain transaction agreements entered into in
connection with the Business Combination Agreement, including, but not limited
to, (i) the Sponsor Share Restriction Agreement, dated as of August 3, 2021, by
and among the Company, FTAC Athena Sponsor, LLC, and FTAC Athena Advisors, LLC,
(ii) the Support Agreement, dated as of August 3, 2021, by and among the
Company, FTAC Athena Sponsor, LLC, FTAC Athena Advisors, LLC, Pico and the
members of Pico party thereto, and (iii) the PIPE Subscription Agreements, each
dated August 3, 2021, between the Company and certain investors, will
automatically either be terminated in accordance with their terms or be of no
further force and effect. Neither party will be required to pay the other a
termination fee as a result of the Termination.
The foregoing description of the Business Combination Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the full text of the Business Combination Agreement, which was previously filed
by the Company as Exhibit 2.1 to its Current Report on Form 8-K with the U.S.
Securities and Exchange Commission (the "SEC") on August 4, 2021, and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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